Lim Koon Park v Yap Jin Meng: Profit-Sharing Agreement & Misrepresentation in Property Purchase
Lim Koon Park and Wee Pek Joon appealed a High Court decision against Yap Jin Meng Bryan and Riverwealth Pte Ltd, concerning an alleged oral profit-sharing agreement and misrepresentation in the purchase of two properties. The Court of Appeal allowed the appeal, finding that Park did not make an actionable misrepresentation regarding the plot ratio of the property and that an oral agreement existed for the sharing of profits from the sale of the properties. The court ordered an account of profits to be taken.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding a profit-sharing agreement and misrepresentation in the purchase of properties. The court allowed the appeal, finding no misrepresentation and an extant oral agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lim Koon Park | Appellant | Individual | Appeal Allowed | Won | Chelva Ratnam Rajah, Srinivasan V N |
| Wee Pek Joon | Appellant | Individual | Appeal Allowed | Won | Chelva Ratnam Rajah, Srinivasan V N |
| Yap Jin Meng Bryan | Respondent | Individual | Appeal Dismissed | Lost | Sarjit Singh Gill, Lum Baoling Georgina, Ho Ching Ying Victoria Anne |
| Riverwealth Pte Ltd | Respondent | Corporation | Appeal Dismissed | Lost | Sarjit Singh Gill, Lum Baoling Georgina, Ho Ching Ying Victoria Anne |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| V K Rajah | Justice of the Court of Appeal | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chelva Ratnam Rajah | Tan Rajah & Cheah |
| Srinivasan V N | Heng, Leong & Srinivasan |
| Rahayu Mahzam | Heng, Leong & Srinivasan |
| Sarjit Singh Gill | Shook Lin & Bok LLP |
| Lum Baoling Georgina | Shook Lin & Bok LLP |
| Ho Ching Ying Victoria Anne | Shook Lin & Bok LLP |
4. Facts
- Park, an architect, and Bryan, a banker, sought to acquire, redevelop, and resell properties for profit.
- Riverwealth was incorporated as a joint venture vehicle for the acquisition of the Properties.
- Park allegedly represented that 434 River Valley Road had a plot ratio of 1.4.
- Bryan secured financing for the venture, including a personal loan to Riverwealth.
- The Properties were sold to Oxley JV for $60.08m.
- Park claimed an oral profit-sharing agreement entitled him to 25% of the profits.
- Wee was removed as a director of Riverwealth.
5. Formal Citations
- Lim Koon Park and another v Yap Jin Meng Bryan and another, Civil Appeal No 107 of 2012, [2013] SGCA 41
- Lim Koon Park v Yap Jin Meng Bryan and others, Suit No 184 of 2010, [2012] SGHC 159
6. Timeline
| Date | Event |
|---|---|
| Land Acquisition Advisory N Development Pte Ltd (LAAnD) was incorporated. | |
| Riverwealth was incorporated as a vehicle for the purchase of the Properties. | |
| Option to purchase 434 River Valley Road was exercised. | |
| Option to purchase 428 River Valley Road was exercised. | |
| Parties discussed the issue of profit-sharing. | |
| Bryan left Deutsche Bank Group and became a director of Riverwealth. | |
| Riverwealth’s equity shareholding was restructured. | |
| Andy transferred his allotment of shares to Bryan. | |
| Madam Wee was removed as a director of Riverwealth. | |
| Directors’ resolution passed to sell the Properties to Oxley JV. | |
| Shareholders’ resolution passed to authorise the sale of the Properties to Oxley JV. | |
| Oxley JV was incorporated. | |
| Sale and purchase agreement signed to sell the Properties to Oxley JV. | |
| Respondents made an Offer to Settle. | |
| Lim Koon Park's AEIC was dated. | |
| Judgment reserved. |
7. Legal Issues
- Misrepresentation
- Outcome: The court found that there was no misrepresentation made by Park.
- Category: Substantive
- Sub-Issues:
- False statement of fact
- Inducement
- Reliance
- Breach of Contract
- Outcome: The court found that there was an extant oral agreement for profits from the sale of the Properties to be split in a 2:1:1 ratio between Bryan, Andy and Park.
- Category: Substantive
- Sub-Issues:
- Oral agreement
- Profit-sharing
- Consensus ad idem
8. Remedies Sought
- Share of Profits
- Rescission of Contract
9. Cause of Actions
- Breach of Contract
- Misrepresentation
10. Practice Areas
- Commercial Litigation
- Corporate Law
- Real Estate Law
11. Industries
- Real Estate
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lim Koon Park v Yap Jin Meng Bryan and others | High Court | Yes | [2012] SGHC 159 | Singapore | The judgment being appealed from. |
| Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 1101 | Singapore | Cited for the principle that a trial judge’s findings of fact should not ordinarily be disturbed where they hinge on an assessment of witness credibility. |
| Yong Kheng Leong and another v Panweld Trading Pte Ltd and another | Court of Appeal | Yes | [2013] 1 SLR 173 | Singapore | Cited for the principle that a trial judge’s findings of fact should not ordinarily be disturbed where they hinge on an assessment of witness credibility. |
| Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased) | Court of Appeal | Yes | [2009] 2 SLR(R) 918 | Singapore | Cited for the principle that appellate intervention is justified where a trial judge’s findings of fact is plainly wrong or against the weight of evidence. |
| Tan Chin Seng and others v Raffles Town Club Pte Ltd | Court of Appeal | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the definition of an operative misrepresentation. |
| Ng Buay Hock and another v Tan Keng Huat and another | Court of Appeal | Yes | [1997] 1 SLR(R) 507 | Singapore | Cited for the principle that s 2(1) of the Misrepresentation Act reverses the burden of proof. |
| St Paul Fire and Marine Insurance (UK) Co Ltd v McConnell Dowell Constructors Ltd and others | English Court of Appeal | Yes | [1996] 1 All ER 96 | England and Wales | Cited for the principle that inducement cannot be inferred in law from proved materiality. |
| Lau Siew Kim v Yeo Guan Chye Terence and another | Court of Appeal | Yes | [2008] 2 SLR(R) 108 | Singapore | Cited for the definition of presumptions of law. |
| Aircharter World Pte Ltd v Kontena Nasional Bhd | Court of Appeal | Yes | [1999] 2 SLR(R) 440 | Singapore | Cited for the principle that the subjective reservations of one party cannot prevent the formation of a contract. |
| Tribune Investment Trust Inc v Soosan Trading Co Ltd | Court of Appeal | Yes | [2000] 2 SLR(R) 407 | Singapore | Cited for the principle that the function of the court is to try, as far as practical experience allows, to ensure that the reasonable expectations of honest men are not disappointed. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322 R 5 2006 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Residential Property Act (Cap 274, 2009 Rev Ed) | Singapore |
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Profit-sharing agreement
- Misrepresentation
- Plot ratio
- Riverwealth
- Oxley JV
- Oral agreement
- Land-only sale
15.2 Keywords
- Profit sharing
- Property purchase
- Misrepresentation
- Singapore
- Contract dispute
16. Subjects
- Contract Law
- Real Estate
- Misrepresentation
17. Areas of Law
- Contract Law
- Misrepresentation
- Equity
- Company Law